ITEM
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On
March 10, 2009 our President and Chief Executive Officer (“CEO”),
David S. Boone, was appointed to the Board of Directors (the “Board”) of
American CareSource Holdings, Inc. (the “Company”).
(e) On
March 10, 2008, the Board approved compensation for our executive officers, in
accordance with the recommendations of the Compensation Committee, consisting of
2009 base salary levels, 2009 bonus target percentage, bonuses payable in cash
and equity-based awards for the year ended December 31, 2008 and awards of stock
options to purchase shares of the Company's common stock. The annual
base salary of our CEO was increased from $300,000 to $312,000 while his 2009
bonus target percentage remains at 60% of base salary. The
annual base salary of our Chief Financial Officer (“CFO”), Steven Armond, was
increased from $205,000 to $213,200, while his 2009 bonus target percentage
remains at 50% of base salary.
As
previously disclosed, in 2008, the Company’s Board approved a bonus program for
its CEO, CFO, Vice-President of Network Development, Vice President of
Operations, Chief Information Officer and other key director level employees to
be identified from time to time by our CEO. In recognition of current
economic and market conditions, the Compensation Committee recommended making
bonus payments under this program partially in cash and partially in
equity-based compensation of the Company under the Plan (as defined below)
(subject to approval of the Plan by the stockholders of the Company at the 2009
Annual Meeting). On March 10, 2009, the Board approved the award of
equity-based compensation under the Plan convertible into approximately 82,500
shares of common stock of the Company to certain of the Company’s officers,
subject to approval of the Plan by the Company’s stockholders at the annual
meeting of stockholders to be held on May 19, 2009 (the “2009 Annual
Meeting”).
Upon
recommendation of the Compensation Committee, the Board also approved the award
to its executive officers and other employees of rights to receive equity-based
compensation convertible into not more approximately 200,000 shares of common
stock, subject to the approval of the Company’s stockholders of the Plan at the
2009 Annual Meeting, including up to approximately 87,200 shares of our common
stock to our CEO and up to approximately 24,900 shares of our common stock to
our CFO. Recognizing that the stock ownership of the Company’s
executive officers is below industry standards, the Board has chosen to make
these awards to align ownership with such standards. The Board did
not adopt any targets for the grant of such securities for future years, but may
nonetheless decide to make similar grants in the future.
The Board
furthermore approved for recommendation for adoption by the Company’s
stockholders at the 2009 Annual Meeting, a 2009 Equity Incentive Plan (the
“Plan”). If adopted, the Plan would provide for awards to the
employees, potential employees, officers, and potential officers of the Company
or its affiliates and consultants and potential consultants to the Company or
its affiliates. If adopted as currently proposed, the Plan would
permit the granting of any or all of the following types of awards to all
grantees other than non-employee directors:
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stock
options including incentive stock options, non-qualified stock options and
stock appreciation rights;
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restricted
stock and deferred stock;
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performance
shares; and
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other
stock-based awards.
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The Plan would also permit non-employee
directors to receive all or any portion of their annual fees in the form of
stock options, and, if appropriate procedures are adopted by the Board, in the
form of common stock or preferred stock.